Service Terms & Conditions – Geomodels

1. Definitions

1.1 Platform

"Platform" means the “Geomodels Interactive Project Showcase” platform, including its modules: the ‘3D Model Viewer’, ‘Interactive Map’, ‘360° Virtual Tour’, and ‘Interactive Presentation’.

1.2 Services

"Services" means the technical development, hosting, and data integration services described in the Service Order.

1.3 Service Order

"Service Order" ("SO") means a specific document executed by both the Client and the Provider to describe the scope, timeline, fees, and deliverables for a specific project.

1.4 Agreement

"Agreement" refers to the Service Order and these Terms.

1.5 Client Data

"Client Data" means all geological data, 3D models, spatial files, maps, and other proprietary information provided by the Client to the Provider for the purpose of the Services.

1.6 Background IP

"Background IP" means all software, source code, 3D rendering engines, libraries, tools, algorithms, and methodologies that are: (i) owned by the Provider prior to the date of the Service Order; or (ii) developed by the Provider generally for its business, all of which are independent of the specific Deliverables for the Client.

1.7 Deliverables

"Deliverables" means the specific custom work product (e.g., the configured Platform, integrations) developed for the Client under an SO, excluding Background IP. Continued access to, and use of, the hosted Platform features is provided as a service and is available only during the Hosting Period.

1.8 Hosting Period

"Hosting Period" means the hosting and/or subscription period covered by the Client’s payments, as set out in the applicable Service Order (including any renewals or extensions agreed by the parties in writing).

2. Intellectual Property Rights

2.1 Provider’s Background IP

The Provider retains full ownership of its Background IP. Nothing in this Agreement transfers ownership of Background IP to the Client.

2.2 License to Background IP

The Provider grants the Client a non-exclusive, non-transferable license to use the Provider’s Background IP only as incorporated and embedded in the final Deliverables. This license permits the Client to access and display the hosted Platform to its internal users and/or the public via the shareable URL and/or HTML embed code during the Hosting Period. The Client may not extract, decouple, reverse-engineer, or otherwise use the Provider’s Background IP or code to create a standalone software product or competitive service. The Client may not modify, adapt, or create derivative works of the Provider’s Background IP, except to the extent such modification is expressly permitted in writing by the Provider. Upon expiration or termination of the Hosting Period, the Client may retain copies of the Deliverables solely for internal archival and record-keeping purposes, provided that no further access to or use of the Provider’s Background IP occurs. Further, all rights not expressly granted to the Client under this Agreement are reserved by the Provider. Upon expiration or termination of the Hosting Period or this Agreement, this license shall automatically terminate.

2.3 Client Ownership

Upon full payment of fees, the Client owns the Deliverables (the specific instance/configuration of the Platform) and retains full ownership of all Client Data. For greater certainty, the Client’s ownership of the Deliverables excludes the Provider’s Background IP and any tools, frameworks, libraries, or software components incorporated therein.

2.4 Client Warranty; Indemnity

The Client represents and warrants that it owns or has obtained all rights, licenses, permissions, and consents necessary for the Provider to use, process, host, and display Client Data as contemplated by these Terms, including any consent required under applicable privacy laws. The Client will defend, indemnify, and hold harmless the Provider (and its directors, officers, employees, and subcontractors) from and against any third-party claim, demand, proceeding, loss, liability, damage, cost, or expense (including reasonable legal fees) arising out of or relating to (i) Client Data or the Client’s breach of Section 2.4 or Section 4.1, or (ii) the Client’s public disclosure or use of the Deliverables, except to the extent caused by the Provider’s gross negligence or willful misconduct. The Provider shall promptly notify the Client of any such claim and reasonably cooperate, at the Client’s expense, in the defense.

3. Fees, Payment & Suspension

3.1 Invoices

Invoices are due Net 30 days from the invoice date unless otherwise specified in the Service Order.

3.2 Late Payments

Overdue payments shall accrue interest at a rate of 1.5% per month (18% per annum) or the maximum rate permitted by law, whichever is lower.

3.3 Taxes

Fees do not include applicable taxes. The Client is responsible for paying all applicable federal and provincial sales taxes, including the Goods and Services Tax (GST), the Harmonized Sales Tax (HST), and the Québec Sales Tax (QST), in connection with the Services, as well as any such taxes applicable to reimbursable expenses or disbursements charged by the Provider, whether such taxes are imposed on the Provider or recoverable from the Client.

3.4 Suspension of Services

If any amount is more than thirty (30) days overdue, the Provider reserves the right to immediately suspend the Client’s access to the hosted Platform and stop all work until the past-due balance is paid and the account is brought current. The Provider shall not be liable for any damages, losses, or claims, whether reputational, consequential, incidental, or otherwise, resulting from such suspension.

4. Client Obligations & Data

4.1 Data Integrity

The Client is responsible for the accuracy, quality, and legality of Client Data provided. The Provider is a technology developer, not a geological consultancy, and does not verify the scientific validity, regulatory compliance, or legal sufficiency of Client Data. The Provider shall have no responsibility or liability whatsoever for the compliance of any Client Data with applicable laws, regulations, rules, or requirements, including those imposed by financial market regulators or supervisory authorities (including securities and/or technical disclosure regimes such as National Instrument 43-101), where applicable. The Client acknowledges that the Provider does not provide legal, regulatory, or compliance advice and remains solely responsible for ensuring that Client Data complies with all applicable requirements.

4.2 Data License

The Client grants the Provider a limited, non-exclusive license to use, copy, and process Client Data solely for the purpose of performing the Services.

4.3 Confidential and Sensitive Data

The Provider will treat Client Data as confidential and will implement commercially reasonable safeguards. The Client shall not provide the Provider with personal information other than business contact information necessary for project administration, unless expressly agreed in writing.

5. Hosting, Maintenance, Enhancements & Security

5.1 Hosting

The Platform is hosted on the Provider’s continuously maintained server for the duration of the Hosting Period.

5.2 Maintenance

Planned maintenance periods are communicated to the Client in advance when they are likely to impact the availability of the service.

5.3 Enhancements

The Provider may, from time to time, implement general performance, security, or functionality improvements to the Platform or its related hosting and maintenance services. Such updates are applied automatically and at the Provider’s discretion. They do not alter the agreed-upon scope or deliverables but may enhance the overall user experience.

5.4 Security

The Provider maintains commercially reasonable security measures, including encryption, access control, and regular backups.

6. Warranty Disclaimer

6.1 As Is

THE SERVICES AND DELIVERABLES ARE PROVIDED "AS IS". THE PROVIDER DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT, TO THE MAXIMUM EXTENT PERMITTED BY LAW.

6.2 No Geological Advice

The Platform is a visualization and promotional tool only and is not a scientific, technical, or regulatory instrument. It must not be relied upon for critical mining safety decisions, resource estimation, reserve classification, or financial, regulatory, or public disclosure purposes, including compliance with National Instrument 43-101, JORC, or any similar mining, securities, or financial reporting standards. The Provider shall have no responsibility or liability for any errors, omissions, or inaccuracies in the visual representation, including those resulting from faulty, incomplete, or non-compliant Client Data, rendering limitations, or technical constraints. Neither the Client nor any member of the public may place reliance on the Platform for such purposes or have any expectation of accuracy, validation, or compliance, nor any right of action or recourse against the Provider in connection therewith.

7. Limitation of Liability

7.1 Liability Cap

TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE PROVIDER’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT (WHETHER IN CONTRACT, TORT, NEGLIGENCE, OR OTHERWISE) SHALL NOT EXCEED THE TOTAL FEES PAID BY THE CLIENT UNDER THE APPLICABLE SERVICE ORDER DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

7.2 Exclusion of Consequential Damages

IN NO EVENT SHALL THE PROVIDER BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOST PROFITS, LOST PRODUCTION, BUSINESS INTERRUPTION, LOSS OF DATA, OR LOSS OF BUSINESS OPPORTUNITY, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

7.3 No Liability During Maintenance and Enhancements

THE PROVIDER SHALL NOT BE LIABLE FOR ANY DAMAGES, LOSSES, COSTS, OR EXPENSES OF ANY KIND (INCLUDING DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, OR LOSS OF PROFITS) INCURRED BY THE CLIENT OR ANY THIRD PARTY AS A RESULT OF MAINTENANCE ACTIVITIES OR FROM THE IMPLEMENTATION OF ENHANCEMENTS PROVIDED FOR UNDER THIS AGREEMENT.

7.4 Exceptions

Nothing in this Agreement excludes liability that cannot be excluded under applicable law, including liability for gross negligence or willful misconduct.

8. Service Availability & Maintenance

8.1 Service Availability

The Provider shall endeavour to maintain a monthly service availability of 99%, excluding: (i) planned maintenance notified to the Client, (ii) force majeure events, and (iii) interruptions or degradations resulting from the Client’s own systems, networks, or Client Data.

8.2 Scope of Support

Technical support is limited to the correction of operational issues affecting the normal functioning of the Platform, including but not limited to: (i) service interruptions or performance degradation; (ii) browser or device compatibility issues on up-to-date versions of major web browsers and standard operating systems; (iii) display or rendering degradations not resulting from Client Data. The Provider’s support obligation does not extend to outdated hardware, unsupported browsers, or customized environments. Technical support excludes any modification of the interface, features, or structure of the Platform, or any addition or reconfiguration of content or layers. Such requests constitute additional services subject to a separate Service Order.

8.3 Support Access

Support is provided by email in English and French at (or other address designated by the Provider). Business hours: Monday to Friday, 9:00 a.m.–5:00 p.m. Eastern Time (ET), excluding statutory holidays in Quebec. Requests may be submitted at any time but are deemed received at the next business opening hour if received outside business hours. Each request must include a clear description of the issue, the browser and device used, and any relevant screenshots or diagnostic information.

8.4 Incident Response

Incidents are classified as follows: (i) Critical (service unavailable): acknowledgment within twenty-four (24) hours; target resolution within 48 hours; (ii) Non-critical (partial degradation or display issue): acknowledgment within twenty-four (24) hours; resolution on a best-effort basis.

8.5 Service Credits

If the Provider fails to meet the availability target for reasons solely attributable to the Provider, the Client may request a service credit of up to 20% of the monthly hosting fee for the affected period. This credit constitutes the Client’s sole remedy for such unavailability.

8.6 Review

This section may be reviewed and updated annually with thirty (30) days’ written notice to the Client.

9. Marketing & Confidentiality

9.1 Confidentiality

Each party agrees to keep the other party’s non-public information confidential. The Provider will not share the Client’s specific geological data with any third party without the Client’s prior written consent; provided that the Provider may disclose Client Data to its employees, affiliates, and subcontractors (including cloud hosting, infrastructure providers, and support purposes) strictly on a need-to-know basis to perform the Services, provided such recipients are bound by written confidentiality obligations no less protective than those set out herein. The Provider remains responsible for its subcontractors’ compliance with this Section.

9.2 Portfolio Rights

Unless the Client explicitly objects in writing prior to the project launch, the Client grants the Provider the right to use the Client’s name, logo, static screenshots of the Platform, and the Platform itself in the Provider’s portfolio and marketing materials (website, social media, pitch decks) to demonstrate the Provider’s capabilities. The Client may withdraw its consent at any time by written notice, and the Provider will cease creating new marketing materials and will remove the materials from the Provider’s websites and social media within a reasonable period (not to exceed thirty (30) days), except where removal is not reasonably possible (e.g., printed materials already distributed).

10. Privacy and Personal Information

10.1 Compliance

Each party shall comply with applicable privacy laws, including Quebec’s private-sector privacy regime (Act respecting the protection of personal information in the private sector (Québec)) and, where applicable, the Personal Information Protection and Electronic Documents Act (Canada).

10.2 Purpose Limitation

The Provider will use personal information, if any, solely to perform the Services and administer the relationship (e.g., business contact information for project communications, billing, and support).

10.3 Subprocessors and Cross-Border Transfers

The Client acknowledges that the Provider may use cloud and infrastructure service providers to store or process Client Data and related personal information. The Provider will take reasonable steps to ensure such providers are subject to contractual confidentiality and security obligations. Where transfers outside Quebec occur, the Provider will apply reasonable measures to provide a level of protection comparable to that required under applicable law.

10.4 Safeguards and Incident Notice

The Provider will implement commercially reasonable safeguards to protect personal information against loss, theft, and unauthorized access, use, or disclosure. If the Provider becomes aware of a security incident involving personal information in its custody that presents a real risk of significant harm, the Provider will notify the Client without undue delay and provide information reasonably required for the Client to meet its legal notification obligations, as applicable.

11. Term & Termination

11.1 Term

This Agreement commences on the signing date of the Service Order and continues until the Services are completed or the Hosting Period expires.

11.2 Modification or Discontinuation of Services

In the exceptional event that the Provider permanently discontinues the Services, the Provider shall give the Client at least thirty (30) days’ written notice.

11.3 Termination for Convenience

The Client may terminate this Agreement or any SO at any time with thirty (30) days’ written notice. The Client must pay for all work performed and non-recoverable expenses incurred up to the date of termination.

11.4 Termination for Cause

Either party may terminate this Agreement immediately if the other party materially breaches a provision of this Agreement and fails to cure such breach within fifteen (15) days of receiving written notice. The Provider may suspend or terminate access to the Services, in whole or in part, without prior notice, if the Client: (i) uses the Platform in a manner that disrupts or compromises the service’s security or integrity; (ii) fails to meet payment obligations; or (iii) engages in unlawful or abusive conduct toward the Provider or any third party.

11.5 Effect of Termination

Upon termination, the Provider will cease hosting the Platform. The Client shall pay the Provider for all Services performed and expenses incurred up to the effective date of termination. Upon the Client’s written request, the Provider will (i) deliver a standard export of Client Data, including the optimized datasets and 3D models prepared for visualization, prior to cessation, and (ii) delete Client Data from the Provider’s active systems within thirty (30) days thereafter. Such export is provided solely for archival or migration purposes and does not grant the Client any rights to the Provider’s Background IP.

11.6 Survival

The following provisions shall survive termination or expiration: Section 2, Section 7, Section 9, payment obligations, and any other provisions that by their nature must remain in force to give effect to this Agreement.

12. General Provisions

12.1 Independent Contractor

The Provider is an independent contractor, not an employee or partner of the Client.

12.2 Force Majeure

Neither party shall be liable for delays or failure caused by events beyond their reasonable control (e.g., internet service provider failures, power failures, telecommunications failures, acts of God). However, amounts already due for services performed prior to the occurrence of such an event remain payable.

12.3 Governing Law

This Agreement shall be governed by the laws of the Province of Quebec, and the federal laws of Canada applicable therein. The parties submit to the exclusive jurisdiction of the courts of the district of Montreal, Quebec.

12.4 Entire Agreement

The applicable Service Order and these Terms constitute the entire agreement between the parties and supersede all prior agreements. The order of priority between the contractual documents is as follows: the Service Order (SO) takes precedence over the Service Terms & Conditions, in all matters relating to scope and deliverables. However, the Service Terms & Conditions continue to take precedence over legal provisions, subject to the mandatory provisions applicable to the protection of personal information.